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Rangsons Aerospace NDA Agreement

This Mutual Non-Disclosure Agreement is made between Rangsons Aerospace Private Limited and another party for the mutual disclosure of confidential information. It outlines the definition of confidential information, restrictions on its use and disclosure, and the rights and remedies in case of unauthorized disclosure. The agreement is effective for a minimum of three years and includes provisions for dispute resolution and non-compete clauses.

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19 views4 pages

Rangsons Aerospace NDA Agreement

This Mutual Non-Disclosure Agreement is made between Rangsons Aerospace Private Limited and another party for the mutual disclosure of confidential information. It outlines the definition of confidential information, restrictions on its use and disclosure, and the rights and remedies in case of unauthorized disclosure. The agreement is effective for a minimum of three years and includes provisions for dispute resolution and non-compete clauses.

Uploaded by

amweldingandfabricationwork
Copyright
© All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd

MUTUAL NON–DISCLOSURE AGREEMENT

THIS AGREEMENT (the “Agreement”) is made between Rangsons Aerospace Private Limited, a
Company incorporated under the Companies Act, 1956 and having its registered office at Plot
No. 9, Hebbal II Phase,KIADB Industrial Area,Survey No. 35, Part 36,42 Pura Village, Belagola
Hobli Srirangapatna Taluk_PIN 571 401 _Karnataka (hereinafter referred to as “Rangsons”) and
_______________________________ and entered into this day of _____________.

The term “Party” is used to refer to Rangsons Aerospace Private Limited and
___________________individually and the term “Parties” collectively. “Disclosing Party” is the
Party that has disclosed, discussed and shared “Proprietary Information” with the other Party,
the “Receiving Party”.

For the [________________], the parties hereto agree for the mutual disclosure of confidential
information to each other, in consideration of the mutual promises and covenants contained in
this Agreement as follows:

1. Confidential Information and Confidential Materials :

(a) “Confidential Information” means non-public information that Disclosing Party


designates as being confidential or which, under the circumstances surrounding
disclosure ought to be treated as confidential. “Confidential Information” shall mean
any and all information or proprietary materials (in every form and media) not generally
known in the relevant trade or industry and which has been or is hereafter disclosed or
made available by either party to the other in connection with the efforts contemplated
hereunder, including (i) all trade secrets, (ii) existing or contemplated products, services,
designs, technology, processes, technical data, engineering, techniques, methodologies
and concepts and any information related thereto, and (iii) information relating to
business plans, sales or marketing methods and customer lists or requirements. (iv) any
information of a Party submitted to the other Party and marked as confidential or other
similar marking.(v) “Confidential Materials” shall mean all tangible materials containing
Confidential information, including without limitation written or printed documents and
computer disks or tapes whether machine or user readable.

(b) Confidential Information shall not include any information that:


i) is or subsequently becomes publicly available without Receiving party’s breach
of any obligation owed to Disclosing party;
ii) Is used or disclosed after ten (10) years from the date of first receipt under this
Agreement;
iii) became known to receiving Party prior to Disclosing Party’s disclosure of such
information to Receiving Party;
iv) became known to receiving Party from a source other than Disclosing Party
other than by the breach of an obligation of confidentiality owed to
Disclosing party; or
v) is independently developed by Receiving Party.

2. Restrictions:

RA-PUR-F-08 REV: 02 DATED:25.12.2020 Page 1 of 4


Receiving Party shall not disclose any Confidential Information to third parties, except to
Receiving Party’s consultants. However, Receiving Party may disclose Confidential
Information in accordance with judicial or other governmental order, provided Receiving Party
shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any
applicable protective order or equivalent.

(a) Receiving Party shall take reasonable security precautions, at least as great as the
precautions it takes to protect its own confidential information, to keep confidential the
Confidential Information. Receiving Party may disclose Confidential Information or
Confidential Material only to Receiving party’s employees or consultants on a need-to-know,
basis. Receiving Party will have executed or shall execute appropriate written agreements
with its employees and consultants sufficient to enable it to comply with all the provisions of
this Agreement.

(b) Confidential Information and Confidential Materials may be disclosed, reproduced,


summarized or distributed only in pursuance of Receiving Party’s business relationship
with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees
to segregate all such Confidential Materials from the confidential materials of others in
order to prevent confusion.

(c) Receiving Party may not reverse engineer, decompile or disassembly any software
disclosed to Receiving party.

(d) Receiving Party shall not use the knowledge of Product/Technical information shared by
the Disclosing Party to advise other clients or a third party.

3. Rights and Remedies:

(a) Receiving Party shall notify Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of confidential Information and/or Confidential
Materials, or any other breach of this Agreement by Receiving Party, and will cooperate
with Disclosing Party in every reasonable way to help Disclosing Party regain possession
of the Confidential Information and/or Confidential Materials and prevent its further
unauthorized use.

(b) Receiving Party shall return all Originals, copies, Reproductions and summaries of
Confidential Information or Confidential Materials at Disclosing Party’s request, or at
disclosing Party’s option, certify destruction of the same.

(c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy
for unauthorized disclosure of Confidential Information and that Disclosing Party shall
be entitled, without waiving any other rights or remedies to such injunctive or equitable
relief as may be deemed proper by a court of competent jurisdiction.

(d) Disclosing Party may visit receiving Party’s premises, with reasonable prior notice and
during normal business hours, to review receiving Party’s compliance with the terms of
this agreement.

RA-PUR-F-08 REV: 02 DATED:25.12.2020 Page 2 of 4


4. Term & Termination:
The term of this Agreement shall be for a period of minimum 3years or till the business
transactions are seized with the vendor. This is valid, unless terminated by One Party,
with a notice of Thirty (30) Days to the Other Party.

5. Miscellaneous:

(a) All Confidential Information and Confidential Materials are and shall remain the
property of Disclosing Party. By disclosing information to Receiving Party, Disclosing
Party does not grant any express or implied right to Receiving Party of its Intellectual
Property such as patents, copyrights, trademarks, or trade secret information, whether
or not protected under any law in force.

(b) Nothing in this Agreement shall grant to either party the right to make commitments of
any kind for, or on behalf of, the other party without the prior written consent of the
other party. Nothing herein shall grant, expressly or impliedly, any ownership right or
license to use (except for the purpose stated above) data disclosed hereunder.

(c) Any software and documentation provided under this Agreement is provided with
Restricted Rights.
“Restricted Rights’’ means that the parties are restricted from releasing information
regarding anything considered ‘Confidential’ under Clause 1 (a) of this Agreement.

(d) This Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof. It shall not be modified except by a written agreement dated
subsequent to the date of this Agreement and signed by both parties. None of the
provisions of this Agreement shall be deemed to have been waived by any act or
acquiescence on the part of Disclosing Party, its agents, or employees, but only by an
Instrument in writing signed by an authorized officer of Disclosing Party. NO waiver of
any provision of this Agreement shall constitute a waiver of any other provision(s) or of
the same provision on another occasion.

(e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the
benefits of and be binding upon the parties, their successors and assigns.

(f) If any provision of this Agreement shall be held by a court of competent jurisdiction to
be illegal, invalid or unenforceable, the remaining provisions shall remain in full force
and effect.

(g) All obligations created by this Agreement shall survive or termination of the parties’
business relationship.

(h) The effective date of this Agreement is the date affixed on the first page.

6. Dispute:
This Agreement shall be governed by, construed and enforced in accordance with the
laws of India. Any question, dispute or difference arising under the agreement shall be
referred to Arbitration under the Arbitration and conciliation Act 1996 and the Rules

RA-PUR-F-08 REV: 02 DATED:25.12.2020 Page 3 of 4


there under and any statutory modification thereof for the time being in force. The
Award of the Arbitrator shall be final and binding on both the Parties. The venue of
Arbitration shall be Bangalore or any other Place as may be decided by the Parties.

7. Non Compete: The Parties represent that to the best of his knowledge he is not
currently involved in any business that competes with the other Party’s core
businesses, and further that no current conflicts of interest exist between the
Parties’ business plans or operations. Either Party agrees to promptly inform the
other Party, in writing of any business activities that he engages in during the
term of this agreement that might reasonably result in any material conflict of
interest or competition with the business or services covered under this
agreement.

8. Suggestions and Feedback:


Either party may from time to time provide suggestions, comments or other feedback to
the other party with respect to Confidential Information provided originally by the other
party (hereinafter “Feedback”). Both parties agree that all Feedback is and shall be
entirely voluntary and shall not, present separate agreement, create any confidentiality
obligation for the Receiving Party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


1. 2.
For Rangsons Aerospace Private Limited

By___________________________ By___________________________

Name: Name:

Title: Title:

Date: Date:

Witness: Witness:

RA-PUR-F-08 REV: 02 DATED:25.12.2020 Page 4 of 4

Common questions

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Confidential materials must be returned, or their destruction certified, at the Disclosing Party’s request or discretion. This emphasizes the temporary nature of possession and control, reinforcing the enduring ownership rights of the Disclosing Party over the materials and ensuring no residual data remains that could compromise confidentiality after the business need concludes .

The agreement requires parties to represent that they are not involved in any business that competes with the other's core operations. Parties must inform each other of any business activities that might result in material conflicts or competition during the term of the agreement. This is to uphold transparency and ensure non-compete conditions are adhered to .

The agreement clarifies that all confidential information remains the property of the Disclosing Party and does not grant any rights over intellectual property, including patents, copyrights, or trade secrets, to the Receiving Party. The use of this information is restricted solely to the purposes mentioned in the agreement, preventing any unauthorized leverage or appropriation .

'Confidential Information' is defined as non-public information designated as confidential or that ought to be treated as confidential under the surrounding circumstances. This includes trade secrets, product details, business strategies, and any information related to these areas. Exceptions include information that becomes publicly available without breach, is used or disclosed after ten years, was known prior to disclosure, became known from another source without breaching confidentiality, or is independently developed by the Receiving Party .

Disputes are to be resolved through arbitration as per the Arbitration and Conciliation Act, 1996, which is intended to provide a private, efficient, and enforceable decision. The arbitration award is binding, with Bangalore or another mutually agreed location as the venue. This method can ensure confidentiality and a faster resolution than court processes, but its effectiveness can depend on the arbitrator's neutrality and the parties' adherence to the process .

The agreement allows the Disclosing Party to visit the Receiving Party's premises with notice to ensure compliance. The Receiving Party must also notify the Disclosing Party of any breaches and assist in mitigating harm. This demonstrates a proactive and tangible approach to compliance, creating conditions where infractions can be identified and remedied swiftly .

The Receiving Party is required to take reasonable security precautions, equal to or greater than those used to protect its own confidential information. It must ensure that information is disclosed only to employees or consultants on a need-to-know basis, who should also be bound by written agreements to uphold the provisions of the confidentiality agreement. Receiving Party must segregate this information to avoid confusion with other confidential materials .

The agreement is governed by the laws of India. This jurisdiction affects the enforcement of terms by aligning with Indian legal standards and processes for arbitration, confidentiality, non-compete clauses, and other binding conditions. Compliance with local laws ensures enforceability within the Indian legal system .

The agreement is meant to last a minimum of three years or until business transactions end, unless terminated by either party with thirty days' written notice. Termination does not affect obligations regarding confidential information, which survive the end of the business relationship, ensuring that protection continues beyond the formal termination .

The agreement mandates that the Receiving Party notify the Disclosing Party immediately upon discovering unauthorized use or disclosure of confidential information. It obligates the Receiving Party to assist the Disclosing Party in mitigating the breach and regaining control of the confidential information. The agreement underscores that monetary damages may be insufficient remedies, suggesting that injunctive or equitable relief may also be pursued .

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